Tax-withholding share disposition reported by ST JOE Co (JOE) legal officer

Rhea-AI Filing Summary

ST JOE Co reported a routine insider transaction by SVP and Chief Legal Officer Elizabeth J. Walters. On the vesting of previously granted restricted stock, 187 shares of common stock were withheld by the company at $68.92 per share to cover tax obligations. This tax-withholding disposition was not an open-market sale, and Walters’ directly held stake after the transaction was 15,908 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WALTERS Elizabeth J

Role SVP, Chief Legal Officer & Sec

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	187	$68.92	$13K

Holdings After Transaction: Common Stock — 15,908 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WALTERS Elizabeth J

(Last) (First) (Middle)

130 RICHARD JACKSON BOULEVARD

SUITE 200

(Street)

PANAMA CITY BEACH FL 32407

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ST JOE Co [ JOE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Legal Officer & Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		F		187(1)	D	$68.92	15,908	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by the Company to pay taxes due following the vesting of previously granted shares of Restricted Stock.

	/s/ Elizabeth J. Walters	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ST JOE Co (JOE) report for Elizabeth J. Walters?

ST JOE Co reported a tax-related share disposition for Elizabeth J. Walters. The company withheld 187 shares of common stock upon vesting of restricted stock to pay taxes, rather than executing an open-market sale, leaving her with 15,908 directly held shares.

Was the ST JOE Co (JOE) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 187 shares were withheld by ST JOE Co to satisfy taxes due when previously granted restricted stock vested, a standard administrative process rather than a discretionary buy or sell decision by the insider.

How many ST JOE Co (JOE) shares does Elizabeth J. Walters hold after this Form 4?

After the tax-withholding disposition, Elizabeth J. Walters directly holds 15,908 shares of ST JOE Co common stock. This figure reflects her position following the company’s withholding of 187 shares to cover taxes on vested restricted stock awards.

What does transaction code "F" mean in the ST JOE Co (JOE) Form 4?

Transaction code "F" indicates shares used to pay an exercise price or tax liability. In this case, 187 ST JOE Co shares were withheld to cover taxes on vested restricted stock, classified as a tax-withholding disposition rather than a traditional market transaction.

What role does Elizabeth J. Walters hold at ST JOE Co (JOE)?

Elizabeth J. Walters is an officer of ST JOE Co, serving as Senior Vice President, Chief Legal Officer and Secretary. Her Form 4 filing reflects routine equity compensation administration, including tax-withholding when restricted stock grants vest and convert into common shares.